Terms of Service

These terms of service govern the purchase and use of the business communications services and related equipment provided by Mereo Networks, LLC. (“Mereo”) and are between Mereo and the “Customer” identified in a signed sales quote.

The parties agree as follows:

1. Authorized signer; privacy policy.
• (a) The person signing the sales quote affirms that he or she is an authorized representative of the Customer with authority to enter into this agreement on behalf of the Customer.
2. Term. Unless the sales quote states otherwise, the Services are provided on a month-to-month basis. The term begins on the date Mereo first activates Services and follows calendar months thereafter. The duration of the term is calculated beginning on the first day of the first whole month of Services.
3. Extension of term.
• (a) Except as stated in section 3(b), if the sales quote states an initial term longer than one month, this agreement will be automatically extended for an unlimited number of successive one-year periods unless the Customer completes Mereo’s termination form no less than 30 days before the end of the term.
• (b) Instead of automatic extension under section 3(a), the Customer may elect to extend this agreement after the initial term on a month-to-month basis by delivering notice of its election to Mereo no less than 30 days before the end of the term.
4. Early termination. If the sales quote states an initial term longer than one month and the Customer terminates this agreement for any reason or if Mereo terminates this agreement because of the Customer’s breach, the Customer shall pay an early termination fee equal to:

1. All applicable Service Charges through the end of the term.
4. Adding or removing services. The Customer may add devices to its account at any time, and Mereo will prorate the associated Service Charges for the first month. To reduce the number of devices, or to terminate this agreement, the Customer must notify Mereo no less than 30 days before the end of the term, and the reduction or termination will take effect after the end of the term. The Customer will be deemed to have terminated this agreement if the Customer removes all devices and SIP trunks from its account or drops below the initial number of phones provided.
5. Equipment purchase and cancellation.

• (a) The Customer may cancel an equipment purchase without any fee by notifying Mereo no later than 24 hours after submitting the order.
• (b) After 24 hours, the Customer may cancel an equipment purchase or reject delivered equipment by delivering written notice to Mereo no more than 30 days after signing the sales quote. The Customer shall pay a 25% restocking fee for all equipment purchases canceled or rejected under this section 6(b). Mereo shall not issue a refund until equipment is returned to Mereo. Returned equipment must be in like-new condition in original packaging. In addition to the restocking fee, the Customer shall pay all costs to replace damaged equipment or missing components or packaging.
• (c) The Customer acknowledges that cancelling an equipment purchase does not terminate this agreement.
6. Equipment rental; Contact Center Pro; Managed Services.
• (a) If the Customer is renting any equipment from Mereo, whether the rental is separately listed on the sales quote or bundled with Services (excluding the Network Hardware for Managed Services), the terms of the equipment rental agreement, are hereby incorporated by reference.
• (b) If the Customer is purchasing a subscription to Contact Center Pro, the terms of the Contact Center Pro agreement are hereby incorporated by reference.
• (c) If the Customer is purchasing a subscription to Business Community, the terms of the network services agreement are hereby incorporated by reference.
7. Appropriate use. The Services are for the Customer’s own commercial or governmental use only. Mereo may immediately terminate this agreement if it determines that the Customer is reselling Services or is using them in any way that is defamatory, harassing, or threatening or is otherwise inconsistent with applicable laws or these terms of service. If the Customer wants to use Services from outside the United States, it must determine whether doing so is legal in that location.
8. Reasonable use; account fraud.
• (a) The Customer acknowledges
1. that any reference Mereo has made to “unlimited” minutes or features refers to Mereo’s practice not to charge users on a per-minute or per-use basis when use is reasonable and
2. that Mereo does not offer “unlimited” plans for call center operations, fax spamming, or other activities that use an extraordinary amount of connectivity to the public switched telephone network (the “PSTN”). Mereo may limit PSTN connectivity, impose per-minute charges for excessive use, or terminate this agreement if it determines that the Customer’s average per-user PSTN connectivity is unreasonable as compared to other customers.
• (b) Mereo may block calls or call destinations it believes are associated with toll fraud or traffic pumping and may terminate Services it believes were obtained by subscription fraud.
9. Billing; billing disputes.
• (a) Mereo shall invoice the Customer each month for the Service Charges, Rental Charges, Bundle Charges, and any Other Charges. Mereo shall prorate Service Charges, Rental Charges, and Bundle Charges for any partial month at the beginning of the term. Except as permitted under section 10(c), the Customer shall pay each invoice in full by the due date.
• (b) If this agreement is terminated, all unpaid Service Charges, Rental Charges, Bundle Charges, and Other Charges will become due immediately.
• (c) To dispute an unpaid invoice, the Customer must, no later than the due date of the invoice, (1) notify Mereo of the dispute and (2) pay all undisputed portions of the invoice. To dispute a paid invoice, the Customer must notify Mereo of the dispute no later than 60 days after the date of the invoice. If the Customer fails to pay the undisputed portions of an invoice by the due date of the invoice, or if it fails to provide notice as required in this section, it hereby waives its right to dispute any portion of the invoice. The Customer must notify Mereo of any billing dispute by phone at (801) 478-7200, by email at billing@mereonetworks.com, or by delivering notice to Mereo Networks LLC., Attn: Accounts Receivable, 96 N 500 W Suite 160, Bountiful, UT 84010
10. Non-appropriation of funds. If the Customer is a school or other government agency, and

0. funds are not appropriated to pay for the Services or functionally similar services in any fiscal period during the term of the agreement,
1. operating funds are not otherwise available to pay the Service Charges and Other Charges,
2. there is no other legal procedure available to pay the Service Charges and Other Charges, and
3. the non-appropriation did not result from any act or omission of the Customer, the Customer may terminate this agreement on the last day of the last fiscal period for which appropriations were received. The Customer shall provide notice of the non-appropriation no less than 30 days before the termination under this section is to become effective.
11. Government fees and taxes. The Customer is responsible to pay all taxes, levies, duties, charges, and fees, including sales, use, withholding, public utility, or universal service surcharges or fees, as well as emergency services surcharges (e.g. 911, E911, 999) assessed, assessable or otherwise imposed by any government authorities in connection with Mereo’s provision of Services to the Customer (collectively, “Taxes”). Mereo may invoice the Customer to recover any such Taxes that Mereo reasonably believes it has a legal obligation to collect and remit (or that Mereo is permitted to pass on to its customers, such as universal service fund contributions and similar Taxes) under applicable law. If the Customer is exempt from payment of any Taxes, it shall provide Mereo with a valid tax exemption certificate authorized by the appropriate taxing authority. Tax exemption will only apply from and after the date Mereo receives the exemption certificate.
12. Regulatory recovery fee. Except where prohibited by applicable law, Mereo may charge a monthly regulatory recovery fee in connection with any telephony services provided to Customers within the United States to offset costs incurred by Mereo in complying with inquiries and obligations imposed on Mereo by federal, state, municipal and/or other regulatory bodies and government agencies. This fee is not a tax or charge required or assessed by any government. Mereo may increase or decrease the regulatory recovery fee without notice.
13. Late fees.

• (a) Mereo may charge a late fee up to $15 or 1.5%, whichever is greater, for any amount unpaid by the due date. Mereo may charge a separate late fee for each whole or partial billing period the Customer’s payment is late.
• (b) Mereo will charge a late fee for a disputed amount if (1) it was not paid by the due date and (2) Mereo determines that the Customer disputed the charge in bad faith.
• (c) Mereo may use collection services to recover unpaid charges and may report late payments to credit bureaus or other entities. If Mereo refers any amounts to a third-party debt collection agency, the Customer shall pay a collection fee of up to 40% of the principal amount owed to Mereo plus any attorneys’ fees or other amounts Mereo spends to collect unpaid charges, as permitted under Utah Code Annotated, sec. 12-1-11 or other applicable state law.
14. Returned check fees. Mereo may charge up to the maximum amount permitted by law if the Customer’s banking institution dishonors or reverses a check, draft, or other payment.
15. 911 dialing; service availability; location information.
• (a) The Customer acknowledges (1) that it has read and understood Mereo’s 911 and Service Availability Policy, which is available at jive.com/legal/911-service-availability-policy, and (2) that 911 dialing service offered by Mereo (“Mereo 911 Dialing”) differs from 911 dialing service offered by traditional telephone carriers in the ways described in the 911 and Service Availability Policy, including that Mereo 911 Dialing will not function if the Customer loses electrical power or broadband internet connection or if anything on the Customer’s wide area network or local area network blocks the Customer’s connection to Mereo’s platform. Also, Mereo 911 Dialing will not function if Mereo has deactivated the Services for any reason, including the Customer’s non-payment.
• (b) The Customer shall provide Mereo the physical location of each device used to make or receive calls, and Mereo shall not activate a device until it has received this information. If the Customer relocates any device, it shall promptly notify Mereo’s Support Department of the device’s new location by phone at (801) 478-7201, or by e-mail at support@mereonetworks.com and shall pay any fees associated with updating the location database.
• (c) Location and callback information associated with a device will normally be automatically forwarded to an emergency dispatch center when using Mereo 911 Dialing. Because some emergency dispatch centers are not equipped to receive such location and callback information, the Customer acknowledges that it may need to provide location and callback information verbally. Automatic forwarding of location and callback information is not activated for any device until Mereo notifies Customer by e-mail that it has been activated.
16. Limit of liability.
• (a) Mereo, its representatives, and its underlying suppliers will not be liable for any damages or other claim arising from any person’s use of or inability to use the Services because of a failure or degradation of a third party provider’s network, a failure or degradation of broadband internet service, a force majeure event, or any other third-party cause, whether the claim is founded in breach of contract, breach of warranty, negligence, or any other theory of liability.
• (b) In no event will Mereo’s total liability under this agreement exceed the amount the Customer paid to Mereo in the month before the event giving rise to the claim.
17. Disclaimer of warranties. Mereo hereby disclaims the implied warranties of merchantability, fitness for a particular purpose, noninfringement of intellectual property rights, and all other express or implied warranties for the Services and any related equipment.
18. Manufacturer’s warranty. Mereo hereby assigns to the Customer all rights it has under any manufacturer’s warranty for equipment it sells to the Customer. Subject to section 18, Mereo may assist the Customer in obtaining replacement or service under the manufacturer’s warranty.
19. Indemnification. The Customer shall indemnify Mereo and its representatives against any claims arising from the use of or inability to use the Services by the Customer or its representatives unless the claim arises from Mereo’s gross negligence or reckless conduct.
20. Non-assertion. The Customer shall not, during or after its use of the Services,
• (1) assert any allegation that the Services (as they exist at or before the time of the Customer’s use) infringe the Customer’s intellectual property, or
• (2) authorize, assist, or encourage any third party to assert any claim that the Services (as they exist at or before the time of the Customer’s use) infringe the third party’s intellectual property.
21. Shipment. Risk of loss or damage to equipment during shipment belongs to the shipping party unless the receiving party has requested a different shipping carrier, in which case the receiving party bears the risk. After the equipment arrives at the location specified by the receiving party, the risk of loss or damage belongs to the receiving party.
22. Call recording. The Customer acknowledges that it has read and understood Mereo’s Call Recording Information, available at jive.com/legal/call-recording-info.
23. Entire agreement; modification. These terms of service constitute the entire agreement between Mereo and the Customer and supersede any previous agreement. Mereo may modify this agreement by posting revised terms online at mereonetworks.com/terms-of-use.php without additional notice to the Customer. The revised terms of service will take effect 30 days after posting. No other modification to these terms of service will be effective unless made in a writing signed by both parties to the agreement.
24. Binding arbitration. Except for collection efforts under section 14(c) and enforcement of an arbitration order under this section 25, if the parties are unable to resolve any dispute arising from this agreement by direct negotiation, they shall resolve the dispute through binding arbitration in Salt Lake City, Utah before a single arbitrator from the American Arbitration Association in accordance with its Commercial Arbitration Rules. The parties hereby waive any right to a jury trial in connection with any claim arising from this agreement.
25. Attorneys’ fees. If any arbitration or legal proceeding is validly instituted to enforce the terms of this agreement, the prevailing party may recover its attorneys’ fees and other costs.
26. Governing law; personal jurisdiction; venue. This agreement is governed by the laws of the State of Utah without regard to its conflicts-of-law provisions. If any litigation is validly instituted in connection with this agreement, the parties hereby consent to the exclusive personal jurisdiction of the courts in Utah and waive any objection as to venue or inconvenient forum.
27. Waiver of rights. Failure to enforce a right or provision under this agreement does not constitute a waiver of that right or provision.
28. Severability. If any part of this agreement is declared unenforceable by a court, all other parts will remain enforceable.
29. Survival. Sections 4, 10, 14, 15, 17, 18, 19, 20, 21, 25, 26, 27, 28, 29, 30, 31, and 32 of these terms of service will survive termination of this agreement.
30. Notices.
• (a) Mereo shall deliver any notice to the Customer to the mailing address, fax number, or e-mail address stated in the sales quote. Except for billing disputes under section 10(c) or location updates under section 16(b), the Customer shall deliver any notice to Mereo by e-mail to bblackner@mereonetworks.com or by delivering it to 96 North 500 West, Suite 160, Bountiful, UT 84010. Either party may update its contact information for notices by delivering notice of the new contact information to the other party in accordance with this section 31(a).
• (b) Notice will be deemed to have been given (1) when sent, if sent by email to the address specified in paragraph (a) of this section, (2) three business days after being mailed by registered or certified mail, postage prepaid; or (3) the next business day, if sent by commercial overnight delivery service; unless, with respect to (2) or (3), tracking information indicates delivery on a different date.
31. Assignment. Mereo may assign its rights and obligations under this agreement to any successor of substantially all of its assets. Otherwise, neither party may assign its rights or obligations under this agreement without the written consent of the other party.
32. Effectiveness; signature. This agreement will become effective when the Customer has signed the sales quote. The Customer may sign the sales quote by hand or by electronic means (for example, by using a commercial e-signature service or by typing the name of the Customer’s authorized representative into a web form).
33. Definitions. In this agreement, the following definitions apply:
• “Bundle Charges” means combined charges for Services and equipment rental. Where applicable, these are imposed instead of Service Charges and Rental Charges.
• “claim” means any loss, liability, damages, court costs, litigation costs, arbitration awards or fees, or other costs;
• “device” means a physical phone, soft phone, fax machine, analog telephone adapter, or other device used to make or receive calls using the Service;
• “emergency dispatch center” means any local or national answering point for 911 calls;
• “force majeure event” means, with respect to a party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that party and that prevents that party from complying with any of its obligations under this agreement, except that a Force Majeure Event will not include a strike or labor unrest that affects only one party, an increase in prices, or a change in law;
• “Other Charges” means charges for late fees, toll-free minutes, international long distance minutes, local loop access, additional off-network minutes, number porting, expedited number porting, directory or phone book access, taxes, fees, and other variable, one-time, or recurring charges except for Service Charges, Rental Charges, and Bundle Charges;
• “Rental Charges” means the monthly charges for rental equipment on the Customer’s account; A party’s “representatives” are its officers, agents, employees, subsidiaries, and financial and legal advisers;
• “Service Charges” means fixed monthly charges for the Services on the Customer’s account; and“Services” means the hosted VoIP PBX service, IP service, local telephony service, DIDs, contact center, network
• monitoring, and other information or communications services offered by Mereo under this agreement.